2011 Annual Report - Khaleeji Commercial Bank BSC

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KHALEEJI COMMERCIAL BANK BSC RISK MANAGEMENT DISCLOSURES 9. Corporate Governance & Other Disclosures (continued) 9.6 Board committees meeting dates (continued) • BRMC meetings: a total number of 4 meetings were held. Director’s name Meeting dates during the year 2011 26 th 28 th 4 th 27 th January * April August October Abdulrahman Abdulla Al-Kooheji N/A ✓ ✓ ✓ Khalid Hussain Al-Maskati N/A ✓ ✓ ✓ Tariq Qassim Fakhroo N/A ✓ ✓ ✓ * All members joined the Committee officially on 28 th April 2011. • BNRGC meetings: a total number of 4 meetings were held. Director’s name Meeting dates during the year 2011 26 th 9 th 28 th 26 th January * February April October Abdulla Abdulkarim Showaiter ✓ ✓ ✓ ✓ Mohammed Barak Al-Mutair - ✓ - - Khalid Rashid Al-Thani N/A N/A ✓ ✓ * Mr. Khalid Rashid Al-Thani joined the Committee officially on 28th April 2011. • BAC meetings: a total number of 4 meetings were held. Director’s name Meeting dates during the year 2011 25 th 27 th 4 th 26 th January * April August October Khalid Rashid Al-Thani ✓ ✓ ✓ ✓ Khalid Hussain Al-Maskati N/A ✓ - ✓ Abdulrahman Abdulla Al-Kooheji N/A - ✓ ✓ * The following members joined the Committee officially on 28 th April 2011: • Khalid Hussain Al-Maskati, • Abdulrahman Abdulla Al-Kooheji. 9.7 Code of conduct The Board has approved a code of conduct for all staff of the Bank and the Board members. The Code includes the process of dealing with conflict of interests. It also binds the Directors, Executive Management and staff to the highest standard of professionalism and diligence on discharging their duties. All Board members and senior management of the Bank have affirmed compliance with the Code of Conduct. A declaration is made by the Board members prior to each Board meeting confirming that they have disclosed all external appointments and notified the Chairman if there have been any changes to their external appointments since the previous meeting. Board members are excluded from dealings in matters related to an external entity where they hold an appointment at that entity. 112 Annual Report 2011
KHALEEJI COMMERCIAL BANK BSC RISK MANAGEMENT DISCLOSURES 9. Corporate Governance & Other Disclosures (continued) 9.8 Compliance with regulators The Bank ensures compliance with the regulators as an Islamic licensed bank at all times. It would report any noncompliance with the guidelines should there be any. The Bank’s obligations to comply with the Regulations have been addressed through enhancing the current Corporate Governance Framework and the adoption of a new comprehensive Corporate Governance Handbook in accordance with the corporate governance (“CG”) and the High-Level Controls Module of the CBB Rulebook. The new CG Handbook was developed to manage the Board and committees Charter, Management Committee Charters, Board and Management Code of Conduct, Conflict of Interest Policy, Whistle Blowing Policy, Corporate Governance Guidelines, Social Responsibility, Directors’ Appointment Agreement, Board and Directors’ Evaluation, and a Key Persons’ Dealing Policy. The Bank is committed to continuously review and develop its corporate governance policies to ensure compliance with the changing requirements of the Regulations and to ensure compliance with the international corporate governance best practice. The Bank, through its Board and Board Committees, endeavors to deliver the highest standards of governance for the benefit of its stakeholders. 9.9 Shari’a Supervisory Board The Bank’s Shari’a Supervisory Board consists of three Islamic scholars who review the Bank’s compliance with general Shari’a principles and specific fatwas, rulings and guidelines issued. Their review includes examination of evidence relating to the documentation and procedures adopted by the Bank to ensure that its activities are conducted in accordance with Islamic Shari’a principles. Dr. Fareed Yaqoob Al-Miftah Chairman Experience: • Member of the Supreme Council of Islamic Affairs. • Undersecretary of the Ministry of Justice & Islamic Affairs - Bahrain. • Former judge of the high Shari’a Court. • Former Lecturer at the University of Bahrain. Qualification: • Ph.D. from the University of Edinburgh - United Kingdom. Dr. Fareed Mohammed Hadi Executive Member Experience: • Assistant Professor at the College of Arts, Department of Arabic and Islamic studies, University of Bahrain. • Member of Shari’a Supervisory Board of a number of Islamic banks. Qualification: • Ph.D. in Ibn Hazm’s Methodology of Jahala, University of Edinburgh - UK. • Ph.D. in Al-Bukhari’s Methodology, University of Mohammed V - Morocco. Sh. Nizam Mohammed Saleh Yaqoobi Member Experience: • Executive Member of the Shari’a Supervisory Board of Abu Dhabi Islamic Bank - UAE. • Executive Member of the Shari’a Supervisory Board of Bahrain Islamic Bank - Bahrain. • Executive Member of the Shari’a Supervisory Board of Ithmaar Bank - Bahrain. • Board Member of the Dow Jones Islamic index. • Member of Shari’a Supervisory Board of a number of Islamic banks & insurance companies. Risk Management Disclosures 113
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2011 Annual Report - Khaleeji Commercial Bank BSC

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